Fairfax Financial to Acquire Tower

8 Febru


Market
NZX Li
m
Level 1,
11 Cabl
e
Welling
New Z
e

 
Fairfax

(Unless o
Zealand

TORON
Highligh
 All c
(app
Tow
volu

 Sha
vote

 Offe
Tower L
(TSX:FF
Implem

Under t
aggreg
a
rates) (th
board o
ACC (w
h
under w

The pri
c
Februar
(VWAP)

Since a
n
planning
shareho

Tower
C
certainty
Manage
to all sh
pursue
d

ary 2017 (To
Information
mited
NZX Centr
e
e Street
ton
ealand
x Financia
otherwise pro
d dollars)
TO, CANAD
A
hts:
cash offer of
proximately
wer’s closing
ume weighte
reholders ho
e in favour o
er unanimou
Limited (“Tow
H)(TSX:FFH.
entation Ag
his agreem
e
ate purchase
he “Fairfax P
f directors. I
ho collective
which they h
ce of $1.17 pe
ry 2017 and
.
nnouncing o
g for separa
olders. In the
Chairman Mi
y provided b
ement and A
areholders,
d in the even
oronto Time)
e
al to Acqui
ovided herein
A and AUCK
f $1.17 per To
US$144 mill
g share price
ed average p
olding over
of the transac
usly supporte
wer”) (NZX/A
U) are pleas
reement.
ent, Fairfax w
e price of $1
Proposal”). T
n addition,
t
ely hold 18.1
ave commit
er share rep
a 47% prem
on 29 Novem
tion which w
e course of t
ichael Stiass
by the Fairfa
ACC, the Boa
in the absen
nt that the Fa
 
)/9 February






ire Tower
n, all dollar a
KLAND, NEW
ower share,
lion at curre
e on 8 Febru
price (VWAP
18% of Towe
ction
ed by the To
ASX: TWR) a
sed to annou
will acquire 1
197 million (a
he transactio
two of Towe
1% of Tower
tted to vote
presents a pr
ium to Towe
mber 2016 it
was designe
his work, the
sny said, “Giv
ax Proposal a
ard determin
nce of a sup
airfax Propo
y 2017 (New
Compa
ASX Li
m
Exchang
Level 6
Sydne
y
Australi

amounts in th
W ZEALAND
for an aggre
nt exchange
ary 2017 and
P)
er shares ha
ower board,
and Fairfax F
unce that the
100% of Tow
approximate
on has been
er’s major sh
shares), ha
v
in favour of
remium of 4
er’s three-m
ts intention t
ed to provide
e Board had
ven the subs
and the sup
ned to unani
perior propos
osal is not su
w Zealand Ti
ny Announc
mited
ge Centre
, 20 Bridge
S
y NSW 2000
a
his announce
D
egate acquis
e rates), repr
d a 47% prem
ave entered
in the absen
Financial Ho
ey have ente
wer shares a
ely US$144 m
n unanimous
areholders,
ve entered in
the Fairfax P
8% to Towe
onth volum
e
to create Ru
e a path to u
d been appro
stantial prem
port it has re
imously reco
sal. Tower’s
ccessful.”
me)
cements Offi
Street
0
ment are exp
sition cost of
resents a pre
mium to Tow
into firm vot
nce of a sup
ldings Limit
ered into a S
at $1.17 per s
million at cur
sly approved
Salt Funds M
nto firm votin
Proposal.
r’s closing s
h
e weighted
nOff Co, Tow
nlock unrea
oached by F
mium to Tow
eceived from
ommend the
separation s
ice
pressed in Ne
f $197 millio
emium of 48
wer’s three-
ting agreem
perior propos
ted ("Fairfax"
Scheme
share for an
rrent excha
n
d by the Tow
Managemen
ng agreeme
hare price o
average pric
wer has prog
alised value
Fairfax.
wer’s share p
m Salt Funds
e Fairfax Pro
strategy will
1
ew
on
8% to
month
ents to
sal
)
nge
wer
nt and
ents
on 8
ce
gressed
for
price, the
s
oposal
l be

 

“Tower
history,
CEO of
with a s
t
where F

“The ke
y
which th
treating

The Fai
r
Bank of
authorit

Tower
w
expecte
represe

In the a
b
shares i

Tower
s
course,
transac
t

The To
w
policies
Limited
Limited
.

Further
www.t
o

Tower
L
insurer i
other pe
group in

Fairfax
F
Toronto
insuranc


ENDS

TOWE
R
Michael
Chairma
Tower L
ARBN 0

FAIRFA
X
John Va
Vice Pre
Fairfax F
1-(416) 3
is one of the
good brand
Fairfax. “The
trong manag
Fairfax curre
y factors in F
he transactio
stakeholde
rfax Proposa
New Zealan
ties, and Tow
will call a spe
ed to be held
nting more t
bsence of a
n his contro
shareholders
shareholde
tion and inst
wer board al
and the righ
(or relevant
.
information
ower.co.nz/in
Limited is a h
in New Zeal
ersonal insu
n New Zeala
Financial Ho
o Stock Exch
ce and reins
R
l Stiassny
an
Limited
088 481 234
X
arnell
esident, Corp
Financial Ho
367-4941
e largest insu
d recognition
e acquisition
gement team
ently has lim
Fairfax’s abil
on could be
ers fairly,” sai
al is subject
nd, the New
wer shareho
ecial meetin
d in April 20
than 50% of
superior pro
l in favour o
s do not yet
rs will recei
v
tructions for
lso confirms
hts of policy
t Pacific Islan
about the F
nvestor-cen
holding com
land and the
rance lines.
and, with aro
oldings Limit
hange, which
surance and
Incorporat
e
porate Deve
oldings Limit
 
urers in New
n and a stron
of Tower w
m, which wi
ited exposu
lity to presen
conducted,
d Prem Wa
t
to customar
w Zealand Ov
lders.
ng of shareh
1
7. Approva
fthe total vo
oposal, each
f the Fairfax
need to ta
k
ve detailed d
voting.
s that the Fa
y holders. All
nds subsidia
Fairfax Propo
ntre.
mpany for To
e Pacific Islan
Listed on th
ound 265,00
ted is a Toro
h, through its
investment
d in New Z
e
elopment
ted
w Zealand an
ng market po
will provide u
ll continue t
re.”
nt an attrac
t
, the reputat
tsa.
ry conditions
verseas Inve
olders to ob
l at that mee
oting rights o
h Tower dire
x Proposal at
ke any action
documentat
irfax Propos
l policies and
aries) in the e
osal will be m
ower Insuran
nds offering
he NZX and A
00 customer
onto, Canada
s subsidiarie
manageme
ealand
nd the Pacif
osition,” said
us with an im
to be led by
tive proposa
tion of Fairfa
s, including
estment Offic
btain shareho
eting must b
of the compa
ector has und
t that meetin
n in response
tion from To
sal does not
d rights will
event of a ch
made availa
nce. Tower In
car, house,
ASX, Tower
rs.
a based hold
es, is engage
ent.
ic Islands, w
d Prem Wats
mmediate sig
Richard Har
al to Tower w
ax for closing
approvals fr
ce, Pacific Is
older approv
be by at leas
any.
dertaken to
ng.
e to the Fairf
wer outlinin
impact To
w
remain with
hange in ow
ble
from
nsurance is a
contents, bu
is the third l
ding compan
ed in propert
with a long-s
sa, Chairman
gnificant pre
rding, in a m
were the spe
g transaction
rom the Res
slands regul
val. This me
st 75% of vot
vote all Tow
rfax Proposa
ng the propo
wer insurance
h Tower Insu
wnership of T
a leading ge
usiness, trav
largest insur
ny, listed on
ty and casu
a
2
tanding
n and
esence,
market
eed at
ns and
serve
latory
eeting is
tes cast,
wer
al. In due
osed
e
urance
Tower
eneral
vel and
rance
the
alty

 

To arra
n
Nichola
Tower
L
Head of
Mobile:
Email: n


EDITOR

INDICA
T

Event
9 Febru
March 2
April 20
Mid-Ma
30 June

Note: T
i




nge media i
s Meseldzij
a
Limited
f Corporate C
+64 21 581 8
icholas.mes
R’S NOTES:
TIVE TIMETA
ary 2017
2017
017
y 2017
e 2017
imetable is in
nterviews, p
a
Communica
869
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ABLE
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ndicative only
 
please cont
ations
wer.co.nz
dicative ti
m
Announce
Notice of
to be ma
d
Anticipate
Sharehold
Anticipate
acquisition
Anticipate
Implemen
y and subject
tact in the fi
ming
ement of pro
Meeting and
de available
ed receipt of
der meeting
ed receipt of
n) approval
ed receipt of
ntation and c
t to change.
irst instance
oposed tran
d sharehold
f RBNZ appr
and vote

f Overseas In
f final High C
closing of tr
e:
nsaction
er vote mate
roval
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Court appro
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